


Blushes and Cream

by ChocolateCookieCream



Category: RWBY
Genre: Blow Jobs, Breast Fucking, Deepthroating, Doggy Style, F/F, Facials, Girl Penis, Girl Penis Ilia, Girl Penis Yang, Large Cock, Lesbian Sex, MILFs, Minor Blake Belladonna/Yang Xiao Long, Older Woman/Younger Woman, Smut, Vaginal Sex, Voyeurism
Language: English
Status: Completed
Published: 2021-03-09
Updated: 2021-03-09
Packaged: 2021-03-16 03:48:24
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 4,503
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/29944023
Author URL: https://archiveofourown.org/users/ChocolateCookieCream/pseuds/ChocolateCookieCream
Summary: When Ilia decides to visit Blake, she is flustered when she finds Kali sunbathing in the garden. After helping to apply some suncream, one thing leads to another. PWP. Very M-rated Smut. Intersex. G!P Ilia x Kali. Hint of G!P Yang x Blake.
Relationships: Blake Belladonna/Yang Xiao Long, Ilia Amitola/Kali Belladonna
Comments: 2
Kudos: 48





	Blushes and Cream

**HELLO MY SWEET SUPERSTARS! I HOPE THAT YOU ARE STAYING SAFE AND WELL. THANK YOU FOR CHECKING OUT THIS STORY. I THOUGHT IT WOULD BE FUN TO WRITE A STORY WITH ILIA, WHO DESERVES ALL THE HAPPINESS AND GIRLFRIENDS IN THE WORLD. WHILE I DO THINK ILIA AND BLAKE WOULD BE CUTE, I THOUGHT IT WOULD BE FUN AND DIFFERENT TO WRITE A STORY WITH ILIA AND KALI. FAIR WARNING FOR THOSE WHO ARE NEW WITH MY WRITING, IT IS VERY SMUTTY AND EXPLICIT. IF YOU'RE NOT INTO THAT, THIS MIGHT NOT BE THE STORY FOR YOU. ALSO, ILIA IS INTERSEX IN THIS STORY. ENJOY THE FIC.**

**XXX**

Ilia glanced up at the sun blazing down upon Menagerie. It had to be the hottest day of the year so far. It was enough to make the Faunus's skin turn a darker shade of red than usual. She was going to die of thirst before she could even get a chance to visit Blake.

People on the streets wandered around and tried to remain in the shade while others were happy to enjoy the sun's rays. Ilia's casual outfit was acceptable to deal with the hot weather. Her cropped top was short and fit snugly. As she passed a small group of ladies who were enjoying a quaint little shopping spree, they took a moment to admire Ilia. As if Ilia wasn't red enough already. She tried to hide her blushes and quickened her pace towards the Belladonna household. The last thing she needed was to visit her friend's house with a raging boner, especially if her tough-as-nails girlfriend, Yang, was there.

When she reached the large house, she ventured around to the open garden to see if Blake was out basking in the heat. When she came around, she stopped in her tracks and nearly gasped out loud. For a second, she thought it was Blake that she saw, but it was actually her mother. Kali was sprawled out on a deck chair wearing a skimpy black bra and panties. Her tan wasn't too much, so she couldn't have been out for long. She was breathing slowly, causing her chest to rise and fall. Her curvy, mature body glistened in the sun's light.

It was three of Ilia's weaknesses combined. A woman. An older woman. An older woman that looked like Blake.

Her cat ears flickered, picking up on the sound of Ilia's footsteps. The bashful Faunus thought about running away, afraid that she was disturbing Kali's privacy. But she couldn't escape. Kali turned and when she spotted Ilia, she smiled and waved. ''Oh, hello Ilia. How are you today?''

''Good,'' Ilia choked. She cleared her throat and turned slightly, hoping that Kali wouldn't notice the tent growing in her pants. ''Good…uh, I was coming to see Blake. Is she around?''

''Sorry, sweetie, she's gone out with Yang today. I don't know when she'll be back. Would you like to stay for tea while you wait?''

Ilia almost nodded. But the longer she stared at Kali's body, the harder it was to hide her flustered features. Kali was doing nothing to hide her barely-covered body. Ilia wasn't sure if she loved that or hated it. She could see that Kali was confident with her image and she had every right to be. Ilia had heard comments from team RWBY about how each of them had a bit of a fancy for Blake's mother. Who wouldn't have a crush on her?

''It's okay, I don't want to disturb you so I'll be heading into town.''

''You're not disturbing me,'' Kali said softly. ''Actually, I could use your help with something.''

''Really?''

Kali rolled over so that she was on her front and pressed the chair down so that it lay flat. Ilia gulped as she could see Kali's magnificent rear. She would give anything to reach out and touch it.

''Could you do that for me?''

Ilia was so distracted by the BellaBooty that she had missed what Kali said. ''Huh?''

Instead of being annoyed, Kali giggled, causing butterflies to flutter in Ilia's stomach. The older woman held up a bottle of sun cream and tilted her head slightly, gesturing for Ilia to come forward. ''Would you get my back for me?''

''Oh…okay.''

Ilia didn't want to walk too slow otherwise it would show how nervous she was. But she also didn't want to rush because it would show how eager she was. She silently cursed herself. Why did she have to be such a gay little mess?

Kali folded her arms and rested her head as she waited for Ilia. She didn't look the slightest bit concerned while Ilia was a nervous wreck. She took the cream and poured a blob on her hands. As she rubbed her palms together, she looked down at Kali's back. She could feel her knees trembling.

''Hold on,'' Kali said just before Ilia stared. The young woman's whole body turned red as she watched Kali unhook her bra and let it drop to the ground. Ilia thought she was going to get a nose bleed if Kali turned around. But Kali remained on her front, though Ilia was able to see a little bit of side boob. Although, little might not be the right word; Kali was quite busty, to say the least. ''Go ahead. Don't be shy.''

Ilia just nodded. She was afraid if she spoke, she would only be able to communicate in nervous squeaks. She didn't know if she wanted to do this as quickly as possible or drag this out so she could enjoy it while it lasted. The moment her oily hands touched Kali's soft skin; she could have sworn that she heard the older woman purr. Ignoring her naughty inner thoughts, she rubbed Kali's shoulders, stroking her fingers over her muscles and then moved down her back before coming back up again.

''Is this okay?'' Ilia asked.

''It's good,'' Kali moaned. Moaned? Did Ilia hear that correctly? She saw Kali's smile grow. ''Don't be afraid to go deeper.''

Ilia closed her eyes and tried not to sigh. She didn't know if she was being gifted or punished. She did her best to cover Kali's back. Her hands moved down and went under slightly. She wanted to cover Kali but she was careful not to get too close to the woman's breasts. Her skin tingled whenever she felt her fingertips brushing against the outline of Kali's boobs. Her erection was straining painfully under her pants. She prayed that Kali wouldn't turn around otherwise she would catch the very obvious bulge almost poking into her side. Ilia's hands moved further downwards, but she hesitated when she moved closer to Kali's ass.

''Go on,'' Kali said.

With her permission, Ilia's hands started to caress and massage Kali's thick ass cheeks. Instantly, flashbacks to nights where Ilia would dream about Blake's behind came flooding back into the dirty side of her mind. While she would never do anything to ruin Blake's happiness or her relationship, she had to admit that she was jealous of Yang knowing that the brawler was handsy with her crush. However, all Ilia could think about now was how good Kali's ass felt good in her hands. She was so caught up in the moment that she realized she wasn't rubbing cream anymore but was spending too much time groping Kali's ass.

''Sorry,'' she said as she pulled her hands back.

Kali smirked. ''Were you enjoying that?''

''No…yes…I don't know! What do you want me to say?''

''You don't need to say anything,'' Kali then reached out and pressed her hand on the bulge between Ilia's legs. ''I can tell you were enjoying that.''

Ilia stood rooted and speechless. She didn't know how to get out of this situation. Although, why would she want to get out of this situation. Kali was cupping her bulge, rubbing her hand up and down slowly, emphasising Ilia's ever-growing length with the most sensual look plastered over her face.

''I was enjoying it too,'' Kali admitted.

She pulled her hand away, earning a sad whimper from Ilia. The disappointment didn't last for long though, as Kali lifted herself up so that she was sitting on the flat deck chair and facing Ilia. The young Faunus's mouth went dry as her eyes fell upon Kali's large boobs. She was the picture-perfect definition of a MILF. And here she was, sitting in front of Ilia and showing off. She even spread her legs apart. Ilia glanced down and almost choked on air when she saw the hint of a wet patch on her black panties.

''Have you ever been with an older woman?'' Kali asked.

''No, but I prefer older women. I do like women my age too, but older women are just so…'' she waved her arms nervously, hoping that she was being clear. Right now, she couldn't speak coherently so there was no chance for her to explain herself.

Kali leaned forward. Her hot breath tickled Ilia's face. ''Would you like to be with me?''

Ilia's face went from pale white to fiery red in an instant. ''Yes.''

As soon as she heard that one word pass Ilia's lips, Kali came forward for a hot and passionate kiss. Ilia returned the kiss apprehensively. She was still shocked by what was happening. Noticing this, Kali decided to slow down and the kiss became softer and more tender. Ilia moaned against Kali's lips and succumb to the fantasy. She melted into the kiss, even moving her tongue over Kali's lips. Kali smiled at the feeling. The girl was rushing, so she had to take the lead. She opened her mouth and allowed Ilia to explore her mouth with her tongue. At the same time, she moved her hand down and cupped Ilia's bulge once more.

Breaking the kiss, Kali came off of the chair and knelt in front of Ilia. She undid the young woman's pants, but it proved difficult to free her because by now she had grown so much her pants couldn't be pulled down. Kali growled in frustration and yanked them down as hard as she could, in the process, Ilia's cock sprang up and smacked her in the face. Kali gawked at the throbbing organ in front of her. It was the biggest, longest, thickest cock she had ever seen. She had always thought that her daughter's girlfriend was packing the biggest weapon. She could still remember the immense size of Yang's length when she accidentally walked in on her pumping her load all over Blake's face. But there wasn't a shadow of a doubt that Ilia was bigger.

Kali licked her lips. A droplet of pre-cum oozed out of the tip, glistening in the sunlight. She grasped the shaft, earning a cute moan from Ilia. She was already thrusting her hips, desperate to feel some relief after being confined in those tight pants for so long. Kali didn't want to keep the young woman waiting. She pumped the length, admiring the length for a few seconds before she came forward and took it in her mouth. She circled her tongue around the head and started to eagerly bob her head up and down. Her mouth was stretched with every new inch. Ilia groaned in pleasure and threaded her fingers through Kali's hair. Wanting to go deeper, she started thrusting her hips. Before Kali could even take half of her length, the tip was already hitting the back of her throat.

Kali gagged and moaned around the cock as she sucked harder and faster. She wanted to take Ilia deeper, but she was simply too long and thick. She pulled back and pouted.

''Sorry.'' Ilia apologized.

''You don't need to be sorry, sweetheart. I just need to think of a new strategy.''

After a moment to think, Kali decided to shift position. She got back on the deck chair, but this time lied on her back. She hung her head over the end so that she was looking at Ilia upside down. She opened her mouth wide and waited for Ilia to continue. Ilia placed one foot on the chair and then drove her cock back into Kali's mouth. She pushed forward, watching Kali's throat bulge each time her length reached new depths. Her saliva leaked down the shaft, coating Ilia's balls which would drench Kali whenever they slapped her face after every powerful thrust. Kali sucked on Ilia's cock more, letting her fuck her face harder and faster. Eventually, she could take the whole length in her mouth and down her throat. With one hand, she reached around to cup Ilia's ass and hold her in place. The other hand had a fun time fondling Ilia's balls.

Ilia grunted before pulling back. She wanted to test a theory of hers and leaned forward so that her balls were now dangling above Kali's face. The older woman looked hypnotised as she lifted her head so that she could lick and suck them. She took them in her mouth one at a time before letting Ilia rub them all over her face.

''I had a feeling you would like them,'' Ilia commented as she then gazed down at Kali and watched the way the woman's boobs bounced with every movement.

Kali caught Ilia staring and smirked. ''And I have a feeling you like them.''

Ilia nodded. Before she could say anything, Kali grabbed her by the waist and helped her up onto the deck chair. Ilia let Kali take control as she forced the young woman to straddle her stomach. It was at that moment Ilia's heart nearly burst out of her chest. Kali purred as she pressed her breasts together, wrapping them around Ilia's cock. She smiled in amusement as she watched Ilia's body shudder in response and thrust aggressively, fucking Kali's tits like her life depended on it. Kali wasn't afraid to show off her assets. She knew that others would stare. She had caught Blake's teammates gawking at her multiple times, even Yang would react to her cleavage. It filled her with pride that she could still turn heads as an older woman.

Something that she wasn't expecting was for Ilia's cock to be so long that it not only poked out of the top of her cleavage but could still rub against her mouth. She eagerly sealed her lips around the head and let Ilia thrust into her mouth again. She squeezed her breasts together more and tried to make them bounce. Ilia was moaning uncontrollably as she pumped her cock between Kali's tits.

''This feels amazing!'' Ilia moaned.

Kali hummed in agreement. Her lips vibrated against the sensitive head and made Ilia squirm in delight. She bucked her hips wildly, losing all control as she fucked Kali's breasts with all her strength. Soon, her moans turned into growls and it drove Kali crazy too. She could feel herself becoming wetter as she allowed Ilia to dominate her. Her juices were leaking out of her pussy, completely soaking her panties. She wished that she could reach down and rub herself, but that could come later.

Speaking of things coming…

''Mrs Belladonna…'' Ilia cried out. Hearing the young woman cry out her name in such a way forced Kali to take Ilia's cock as deep as she could reach while still being pillowed between her cleavage.

Her eyes bulged open as Ilia exploded inside of her mouth. She could taste the thick ropes on her tongue. Ilia had surprised her once again. Kali had never swallowed such a massive load. She was forced to release Ilia so that she didn't suffocate. But Ilia wasn't finished. She kept fucking Kali's tits as she sprayed her load all over the MILF's face. Kali closed her eyes and opened her mouth. It went on for half a minute before she could feel Ilia crawl off her body, panting heavily. Kali sat up and gazed down at her body. Ilia's cum was flowing from her neck down to her breasts and stomach.

''I can't believe you came so much.''

''Sorry.'' Ilia huffed and looked away shyly.

Kali cupped her face and made her turn her head so that she could kiss her on the lips. Ilia moaned with delight. There was nothing sweeter than tasting herself on Kali's lips. ''It's fine. After my back, I wanted you to put cream on my face anyway.''

Ilia felt lightheaded as she stared down Kali's body and then noticed the enormous wet patch on the woman's panties. She licked her lips and then locked eyes with her. ''Can I return the favor?''

After giving Ilia a wink, Kali fell back on the chair and lifted her legs. Ilia stared in awe as Kali pulled her panties down her leg and let them hang off her foot. Wanting to tease the young woman a little more, Kali moved her foot right in front of Ilia's face, shaking the drenched panties. Ilia could smell Kali's arousal. Her cock didn't stay soft for very long.

Kali kicked the panties away and then spread her legs as far as the could go. Ilia wasted no time crawling and lower her head between Kali's legs. She could see Kali's wetness leaking from her pussy and dripping down her thighs. It was the most erotic thing she had ever seen. Her cock was aching just from looking at Kali's most intimate area. She started to lick her pussy, lapping up her juices and flicking her tongue over Kali's clit. Kali moaned with delight as Ilia pressed her lips against her, sucking on her pussy and slurping her juices hungrily. In response, Kali wrapped her legs around Ilia's head, keeping her there and pushing her face into her gushing lips.

Ilia's tongue felt heavenly. Ilia dragged her tongue up and down very slowly before she pushed the tip inside. Kali bucked her hips, pushing herself against Ilia's mouth, trying to get the young woman to thrust her tongue deeper inside. Ilia tongue-fucked Kali, feeling her juices flow out of her mouth and down her chin.

After all the pleasure she had experienced during the build-up, Kali could already feel herself getting close to her own orgasm. She greatly underestimated how much she would enjoy sucking on Ilia's cock. Her back arched upwards and her toes curled as she could feel herself about to cum. Ilia reached underneath to grab Kali's ass cheeks and hold her up as she drove her tongue in and out, eagerly waiting to feel Kali release all over her face. Ilia felt the wetness splash all over her mouth. The taste was incredible and intoxicating. She wanted to stay like this for a little while longer. However, her cock was throbbing and desperate to be inside of the older woman.

Kali glanced down, looking flustered for the first time. Ilia wiped her mouth with the back of her hand before removing her top and crawling on top of Kali. Kali couldn't wait to feel Ilia fuck her. She had a feeling that Ilia would be strong judging by her physique. That coupled with her massive length had Kali on the verge of another orgasm just from the anticipation.

Ilia grabbed her shaft and rubbed the tip against Kali's pussy. She couldn't believe she was about to do this. What would Blake say if she saw Ilia fucking her mother in the back garden of her own home? Any sense of guilt and shame was gone as Ilia was too enraptured in the moment to stop now. She slowly pushed forward and slid into Kali without much trouble at first. The wetness worked great as a lubricant. However, Kali could soon feel Ilia's girth as she kept thrusting. Her pussy was stretched more than it ever had been before. But she refused to let this feeling end. She locked her legs around Ilia's waist and forced the girl to keep bucking her hips and pound her cock inside of her.

''Gods…'' Kali cried out. ''You feel incredible, Ilia, dear.''

''Thanks…you too.'' Ilia blushed.

Euphoria coursed through their bodies. Kali raked her fingers down Ilia's back as the young woman started to thrust hard and fast. Every second that passed was filled with absolute pleasure for them both. Ilia could feel Kali's pussy clench around her shaft, taking more of her inside with every push. Kali's eyes rolled into the back of her head as the sheer pleasure of Ilia hitting her sweet spot drove her to another orgasm before she even realized what was happening. Her body shook in Ilia's arms but she didn't want to stop, so Ilia kept fucking her.

Ilia leaned forward so that she could latch her lips onto Kali's bouncing breasts. As they swayed, they would smack her in the face, not that Ilia minded. Kali looked on with w sneaky grin. She grabbed Ilia by the hair and pushed her face down between her cleavage and shook her boobs. Ilia was practically glowing and responded by increasing the speed and strength of her thrusts. When Kali felt Ilia bite and pull on one of her nipples, she arched her back and screamed loudly, experiencing yet another orgasm.

Ilia smiled, proud at the fact she could make the older woman cum so much. However, she knew that she wasn't going to last much longer. She didn't want to cum before trying something else.

Kali let out a gasp as Ilia grabbed her by the hips and rolled her onto her stomach. She felt her ass being lifted into the air and braced herself for the next part. Ilia easily slid back inside of her pussy as she fucked Kali relentlessly from behind. Her hips smacked against Kali's ass over and over again. Her hands groped Kali's thick ass cheeks, enjoying the feeling of them jiggling with every thrust. Ilia leaned down and started to kiss the back of Kali's neck. That was enough for Kali to cum once again.

The older Faunus was gushing all over Ilia's cock and was starting to lose consciousness under intense pleasure. ''Ilia, please cum inside me. I need to feel you fill me up.''

Grunting loudly, Ilia fucked Kali like an animal. She slammed her cock deep inside the MILF. Kali was quivering beneath her, unable to hold back her screams of pleasure. She bucked her ass back into Ilia, trying to time it to match Ilia's thrusts.

''I'm cumming!'' Ilia moaned, grabbing Kali's hips and pushing her cock all the way inside.

After one more hard thrust, Ilia spewed her load inside of Kali. Much to the older woman's shock and delight, Ilia gushed more thick strands of cum that she had done earlier. She could feel it leaking out of her pussy. When Kali told Ilia to fill her, she made sure that she completed that order to her fullest capacity.

Exhausted from firing such a heavy load, Ilia collapsed on top of Kali. Smiling with satisfaction, Kali rolled over to wrap her tired arms around Ilia and cuddle her. ''I expect you to visit us more often.''

Ilia placed dozens of light kisses all over Kali's neck before lifting her head to kiss her on the lips. ''I'll do my best.''

The two of them lay rested in a comforting embrace together. Their bodies were sticky and clinging together, not helped by the sun which was still scorching everything below. But they didn't want to part ways. Ilia's body turned a bright shade of pink as she snuggled up against Kali.

As she rested, Kali subtly looked out into the distance towards a small woodland. Her ears twitched and she smirked.

Towards the woodland, behind a tree, Blake could see everything that was going on. She tried to keep her eyes open so that she could see everything that was going on between her mother and Ilia, but it was difficult to concentrate when she had Yang fucking her from behind, slamming her cock deep into Blake's ass.

''Did we win?'' Yang grunted as she grabbed her girlfriend's hips and thrust her cock harder and faster.

Blake clawed the tree she was leaning on and nodded.

''Told you we'd last longer,'' Yang smirked. ''Now I don't need to hold back.''

Blake's lip curled into a naughty smile as Yang finally started to fuck her wildly.

Ever since that time her mother had walked in on her and Yang getting frisky, Kali had become quite interested in her daughter's sex life. It was strange at first, but Blake would be lying if she didn't find something enticing about the situation. Things soon developed and somehow the question of who would last longer during sex came up. Blake had thought of a good way to see which Belladonna could get off with their lover for a longer period of time, and to her, Ilia was the perfect candidate. She was happy to see her old friend and her mother happy together in each other's arms. She could see that Ilia was still inexperienced. There would come a day when she and Kali would tell Ilia everything. But for now, it was fun to watch.

''Come on,'' Blake teased, looking over her shoulder at Yang. ''Ilia may not last as long, but I think she could have done better.''

Yang gripped Blake's hair and yanked it back hard, eliciting moans of approval from Faunus. Throaty moans slipped out of her mouth as Yang slammed her cock repeatedly and relentlessly into Blake's ass.

The last coherent thought in Blake's mind before she was overwhelmed by Yang's fucking her for the rest of the day was planning a double date and telling Ilia. She couldn't wait for that day.

**XXX**

**I REALLY HOPE THAT YOU LIKED THIS STORY. I WOULD LOVE TO HEAR YOUR THOUGHTS. DID YOU ENJOY ILIA AND KALI'S TIME TOGETHER? DID YOU LIKE THE SURPRISE CAMEO FROM BLAKE AND YANG AT THE END? WOULD ANYONE BE INTERESTED IN SEEING A DOUBLE DATE BETWEEN THE FOUR OF THEM. I KNOW I WOULD, AND THOSE OF YOU WHO KNOW ABOUT MY OTHER WORKS KNOW HOW THAT DOUBLE DATE WILL GO. WINK. WINK. THANK YOU SO MUCH FOR READING. I HAD A LOT OF FUN WRITING THIS ONE A WHILE AGO AND I'M HAPPY I GET TO SHARE IT WITH ALL OF YOU.**

**I HAVE OTHER STORIES IN OTHER FANDOMS IF YOU'D LIKE TO CHECK THEM OUT TO. I ALSO HAVE A POLLINATION ONE-SHOT WITH TEAM RWBY. I'M ALSO PLANNING AN EPIC TEAM RWBY POLLINATION FIC IN THE FUTURE, SO BE ON THE LOOKOUT FOR THAT. I ALSO HAVE A POLL ON MY FANFICDOTNET PROFILE PAGE IF YOU SEE ANYTHING THAT YOU FANCY VOTING FOR TO SEE IN THE FUTURE. IN THE MEANTIME, STAY SAFE AND TA-TA FOR NOW.**

**A SPECIAL THANK YOU TO MY MILKY WAY GALAXIES & UNIVERSE BUILDERS:**

**ANONPERS**

**CASEY INSCOE**

**FIAMGOKU**

**KEVIN JACKSON**

**RATHALOSAZURE**

**WANHEDA**


End file.
